Exhibit
10.2


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE LATER OF (I) DISTRIBUTION DATE TO BE INSERTED, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY
PROVINCE OR TERRITORY.


 


COMMON
SHARE PURCHASE WARRANT


 


Algae
Dynamics Corp.


 


	Warrant
    Shares: •	Initial
    Issuance Date: •
	 	Termination
    Date: October 26, 2020


 


THIS
COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received,
• or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after •(the “Initial
Issuance Date”) and on or prior to the close of business on September 30, 2020 (the “Termination Date”)
but not thereafter, to subscribe for and purchase from ALGAE DYNAMICS CORP., a corporation organized under the Canada Business
Corporations Act (the “Company”), • common shares (the “Common
Shares”) of the capital of the Company (subject to adjustment hereunder, the “Warrant Shares”); provided
that if at any time the volume weighted average price of the Common Shares on any stock exchange upon which the Common Shares
are listed as may be selected for this purpose by the Directors of the Corporation, acting reasonably, shall equal or exceed $1.50
per Common Share for a period of twenty (20) consecutive trading days (the “Early Expiry Event”), the Corporation
shall be entitled, at the option of the Corporation, to exercise the Early Expiry Event by delivering an Early Expiry Event notice
to the Holders of Warrants.


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the
following terms have the meanings set forth in this Section 1:


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTCQB marketplace or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transfer
Agent” means initially the Company, and following the appointment of a transfer agent for the Company’s Common
Shares, such transfer agent and any successor transfer agent of the Company.


 


All
references to “Dollar” or “$” refer to the lawful currency of the United States, or at the
election of the Company, to the Canadian dollar equivalent thereof.


 









    	 



     


    




 


Section
2. Exercise of Warrant.


 


a)
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Issuance Date and on or before the Termination Date by delivery to the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books
of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto as Exhibit “A”. Within
three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver or otherwise satisfy the aggregate
Exercise Price for the shares specified in the applicable Notice of Exercise in one of the manners specified in Section 2 c).
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this
Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date
of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt
of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b)
Exercise Price. The exercise price per Common Share under this Warrant shall be CDN$0.75, subject to adjustment hereunder (the
“Exercise Price”).


 


c)
Payment of Exercise Price. Payment of the Exercise Price shall be made as in accordance with subsection (i) below at the option
of the Holder:


 


(i)
Cash Exercise: The Holder may make the required payment due upon exercise of this Warrant in cash, cashier’s check, or wire
transfer, equal to the applicable Exercise Price (a “Cash Exercise”).


 


d)
Mandatory Conversion of Warrants: If at any time the volume weighted average price of the Common Shares on any stock exchange
upon which the Common Shares are listed as may be selected for this purpose by the Directors of the Corporation, acting reasonably,
shall equal or exceed $1.50 per Common Share for a period of twenty (20) consecutive trading days, the Corporation shall be entitled,
at the option of the Corporation, to exercise the Early Expiry Event by delivering an Early Expiry Event notice to the Holder
of Warrants. An Early Expiry Event notice shall be delivered to each Holder within five (5) Business Days following such Early
Expiry Event in the manner in Section 5(g). In such case the Warrants will expire at 5:00p.m. (Toronto time) on the 30th day after
the date on which such notice is given by the Corporation.


 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall use best efforts to cause the Warrant Shares purchased hereunder
to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s broker with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either there is an effective registration statement permitting the issuance of the Warrant Shares to or resale
of the Warrant Shares by Holder and otherwise by instructing the Transfer Agent to credit to the account of the Holder such number
of Common Shares which may be deliverable to the Holder in the Notice of Exercise by the date that is one (1) Trading Day after
the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant (if required) (such
date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder
or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price prior to the issuance
of such shares, having been paid.


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant.


 


iii)
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In the event
of such rescission, Holder shall promptly execute such documents and take such actions as may be necessary to promptly return
to the Company any Warrant Shares that have been issued and delivered to the Holder following the Warrant Share Delivery Date.


 




    	 



     


    

 


iv)
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


v)
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit
“B” duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing
of any Notice of Exercise.


 


vi)
Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 





Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Share or any other equity or equity equivalent securities
payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of the Common
Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of Common Shares outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)
If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Shares (and not to the
Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or
purchase any security, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction
of which the denominator shall be the ten-day volume-weighted average price (“VWAP”) of the Common Shares on
the Trading Market determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record
date less the fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants
so distributed applicable to one outstanding Common Share as determined by the Board of Directors of the Company in good faith.
In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one Common Share. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the record date mentioned above.


 


c)
Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options
or warrants to all holders of Common Shares (and not to the Holder) entitling them to subscribe for or purchase Common Shares
at a price per share less than the VWAP on the record date mentioned below, then the Exercise Price shall be multiplied by a fraction,
of which the denominator shall be the number of Common Shares outstanding on the date of issuance of such rights, options or warrants
plus the number of additional Common Shares offered for subscription or purchase, and of which the numerator shall be the number
of Common Shares outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate
offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable
upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights,
options or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders
entitled to receive such rights, options or warrants.


 




    	 



     


    

 


d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the
other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such
stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then,
upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would otherwise
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares or other
securities of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder
of the number of Common Shares for which this Warrant has been exercised and would have been exercisable immediately prior to
such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common
Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant in accordance with the provisions of this Section 3(d) and shall, at the option of the Holder, deliver to the Holder in
exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the Exercise Price hereunder, adjusted as applicable in accordance with the terms of the Fundamental Transaction, to such shares
of capital stock. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 


e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given
date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.


 


f)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 







    	 



     


    

 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall
be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed
to the Holder at its last address as it shall appear upon the Warrant Register (as defined below) of the Company, at least 10
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common
Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein


 


Section
4. Transfer of Warrant.


 


a)
Transferability. Subject to compliance with any applicable law, including the Securities Act and any applicable “blue
sky law” (such compliance to be demonstrated by an opinion of counsel acceptable to the Company, in form and substance satisfactory
to the Company), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant in the form attached hereto as Exhibit “B” duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The
Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


 


b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable
pursuant thereto.


 


c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the registered Holder hereof from time to time. The Company may deem
and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section
5. Miscellaneous.


 


a)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3.


 




    	 



     


    

 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such date of
cancellation, in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


d)
Authorized Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Shares a sufficient number of shares to provide for the issuance of all of the Warrant Shares that may be issued upon the exercise
of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon exercise immediately prior to such increase in par value, (ii) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon
the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations
under this Warrant.


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


e)
Jurisdiction. This Warrant shall be governed by and construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by provincial, state and federal securities laws. By exercising this Warrant, the Holder
consents to any restrictive legend the Company may require to ensure compliance with the provincial, state and federal securities
laws, if applicable.


 


g)
Notices. All notices and other communications given or made pursuant to this Warrant shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if
sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally
recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at their addresses as set forth in the Warrant Register or another address specified by
the Holder in writing given pursuant to this subparagraph (h), or, if to the Company, at 4120 Ridgeway Drive, Unit 37, Mississauga,
Ontario L5L 5S9, Canada. If notice is given to the Company, a copy shall also be sent to J.P. Galda & Co., 143 Clover Hollow
Road, Easton, PA, 18045.


 




    	 



     


    

 


h)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


i)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


j)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 


k)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of both the
Company and the Holder.


 


l)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


m)
Headings. The headings used in this Warrant are for convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


 


********************


 


(Signature
Page Follows)


 




    	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


 


	 	ALGAE
    DYNAMICS CORP.
	 	 	 
	 	By:
    	  
	 	 	Name:
    Paul Ramsay
	 	 	Title:
    President


 


 




    	 



     


    

 


EXHIBIT
A


 


WARRANT
EXERCISE FORM


 


ANY
TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO
CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.


 


TO:        
Algae Dynamics Corp. (the “Corporation”)


 


The
undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire (A)
common shares of the Corporation.


 


	Exercise
Price Payable:	 
	 	 
	 	 
	 	((A)
multiplied by CDN$0.75, subject to adjustment)


















 


The
undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable
pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.


 


The
undersigned hereby represents, warrants and certifies as follows (one (only) of the following must be checked):


 


A.
[  ] The undersigned holder at the time of exercise of the Warrants (a) is not in the United States;




 


(b)
is not a U.S. person and is not exercising the Warrants on behalf of a U.S. person or a person in the United States; and (c) represents
and warrants that the exercise of the Warrants and the acquisition of the Common Shares upon exercise thereof occurred in an “offshore
transaction” (as defined under Regulation S under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”)); OR


 


B. [  ]
The undersigned holder has delivered to the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably
satisfactory to the Corporation and the Warrant Agent to the effect that the exercise of the Warrants and the issuance of the
Common Shares does not require registration under the U.S. Securities Act or any applicable state securities laws.


 


The
undersigned holder understands that unless Box A above is checked, the certificate representing the Common Shares will be issued
in definitive physical certificated form and bear a legend restricting transfer without registration under the U.S. Securities
Act and applicable state securities laws unless an exemption from registration is available (in the form set out in the Warrant
Indenture and the subscription documents).


 


“U.S.
person” and “United States” are as defined under Regulation S under the U.S. Securities Act.


 


The
undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:


 


	Name(s) in Full	 	Address(es)	 	Number of Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 










 




    	 



     


    

 


Please
print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to
a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all exigible transfer
taxes or other government charges, if any, and the Form of Transfer must be duly executed.


 


Once
completed and executed, this Exercise Form must be mailed or delivered to Algae Dynamics Corp. (original copy).


 


DATED
this_____ day of _____, 20___ .


 


	 	)	 
	 	)	 
	 	)	 
	Witness	)	(Signature
    of Warrantholder, to be the same as it appears on 
	 	)	the face of this Warrant Certificate. If an entity, the signatory
	 	)	represents
    that he or she has authority to bind such entity
	 	)	and duly execute this form.


 




    	 



     


    

 


EXHIBIT
B


 


FORM
OF TRANSFER


 


ANY
TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO
CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.


 


FOR
VALUE RECEIVED the undersigned hereby sells, assigns and transfers to


 


 





 





 





00


 


(print
name and address) the Warrants of Algae Dynamics Corp. (the “Corporation”) represented by this
Warrant Certificate and hereby irrevocable constitutes and appoints ______________________________as its attorney with
full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.


 


THE
UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or
for the account or benefit of, a “U.S. person” or a person within the “United States”
(as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”)) unless registered under the U.S. Securities Act and any applicable state securities laws or unless an
exemption from such registration is available.


 


DATED
this_____ day of __________, 20_____.


 


	SPACE
    FOR GUARANTEES OF SIGNATURES	)	 
	(BELOW)	) 	 
	 	) 	 
	 	) 	Signature
    of Transferor
	 	) 	 
	 	)	 
	Guarantor’s
    Signature/Stamp	) 	Name
    of Transferor
	 	)	 
	 	)	 


 


REASON
FOR TRANSFER – FOR US RESIDENTS ONLY (WHERE THE INDIVIDUAL(S) OR CORPORATION RECEIVING THE SECURITIES IS A US RESIDENT).
PLEASE SELECT ONLY ONE (SEE INSTRUCTIONS BELOW).


 


	[  ] GIFT	[  ] ESTATE	[  ] PRIVATE
    SALE	[  ]
    OTHER (OR NO CHANGE 


 


IN
OWNERSHIP) DATE OF EVENT (DATE OF GIFT,
DEATH OR SALE): VALUE PER WARRANT ON THE DATE OF EVENT:


  


 





 






    	 



     


    

 


Warrants
shall only be transferable in accordance with the Warrant Indenture and all applicable laws. Without limiting the foregoing, if
the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration
under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the
form attached as Schedule B to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time),
or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and to
the Warrant Agent to the effect that the transfer is exempt from registration under the U.S. Securities Act and applicable state
securities laws.


 


In
the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the
account or benefit of, a U.S. Person or a person in the United States, the transferor hereby represents, warrants and certifies
that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities
Act and any applicable state securities laws, in which case the transferor has furnished to the Corporation and the Warrant Agent
an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.


 


	[  ]	[  ]	
                                          If transfer is to, or for the account or benefit of, a U.S. Person or a person in the
                                         United States, check this box.



 


In
the event of the transfer of the Warrants represented by this Warrant Certificate to a Warrantholder to, or for the account or
benefit of a U.S. Person or a person in the United States, the Transferor acknowledges and agrees that the Warrant Certificate(s)
representing such Warrants issued in the name of the transferee will be endorsed with the legend required by 2.8(1) of the Indenture.


 


CERTAIN
REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


 


The
signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with
the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures
are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although
subject to change in accordance with industry practice and standards):


 


	 	(a)	Canada
    and the U.S.: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program
    (STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion
    Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”,
    with the correct prefix covering the face value of the certificate.
	 	 	 
	 	(b)	Canada:
    A Signature Guarantee obtained from the Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”.
    Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of
    a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency,
    are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee”
    Stamp affixed to the transfer (as opposed to a “Signature Guarantee” Stamp) obtained from an authorized
    officer of a major Canadian Schedule 1 chartered bank.
	 	 	 
	 	(c)	Outside
    North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee
    to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable
    Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.